Picnic Surprise
by lilphoenixfeather
Summary: The guild was having their annual picnic, and Levy was late! Turns out there are some unexpected consequences for showing up under-dressed. Warning: Lemon. Gajevy Love Fest 2016


**Gajevy Love Fest 2016 Prompt: No Panties**

 **Better Late than Never**

* * *

There were books everywhere and as she watched, the pages shimmered and transformed into creatures. Exotic letters and pages fluttering gently around her as the most beautiful butterflies she'd ever seen. She giggled as they surrounded her, the soft brush of paper wings tickled, and the walls of the building fell away suddenly to reveal dappled sunlight and a clearing of trees. The butterflies stopped circling her and fluttered gently towards the center of the clearing where a large tree stood, taller than the rest. Underneath it was a dark figure, large, but not scary. He was-

Levy jerked awake suddenly, disoriented and confused at the sudden pounding in her head. No, not in her head. There was actual pounding. She blearily looked around at the mess of blankets and books beneath her, she must have fallen asleep reading again. "Levy? Are you up? We need to get ready to go. You insisted that you wouldn't be late this time" the disgruntled voice of Erza came from the other side of her door – the source of the incredibly loud pounding.

"Coming, coming! Just give me a uh- a second." Shoot! She hadn't meant to oversleep. Levy would often get lost in her reading and it had given her something of a reputation when it came to being on time. Today the guild was having a picnic, and she'd _promised_ Erza that she wouldn't be late this time, after almost dying by Mira's hands when she was over two hours late to the last event. Shucking her tank top and sleep shorts as quickly as humanly possible, she bounded over to her dresser in the hopes of finding something clean and, hopefully, cute.

' _It was such a nice dream too.'_ It seemed like more often than not her dreams lately had starred a certain Iron Dragon Slayer, but most of them were decidedly less innocent than the one she'd just had. Who knows, maybe it would've gotten there if she'd hadn't been rudely awoken.

A quick perusal of her floor yielded a yellow sundress that was acceptably clean and only moderately wrinkled, but her quest for underwear was less successful. Her underwear drawer yielded only mismatched socks, and her clean laundry pile had about four bras, which she rarely wore anyway, but no panties! Growing increasingly panicked she searched through some of her other piles of unsorted laundry in the hopes that a lone pair of clean panties had been overlooked. ' _I seriously don't have ANY? I could've sworn I had enough to last me until the weekend last I checked… but…._ ' No way around it; she'd have to go without, but she couldn't wear a skirt without panties. Levy looked around thoughtfully, trying to spot any clean shorts in the immediate vicinity.

She jumped when the loud banging on her door started up again. "LEVY! If you don't come out here, I'm going to break the door down." Erza would do it too. Weaving her way quickly through the precariously placed obstacle course of books that would spell certain death in an emergency evacuation, Levy opened the door to a very displeased Erza and a somewhat apologetic looking Wendy. "Erza, I'm almost ready, I just need to change-"

Erza gave Levy a barely half a second once over before grabbing her arm. "You look fine. Wendy, grab her purse. There's no reason for us to be _any more late_ than we already are." The later statement was punctuated with a menacing glare that halted any further protests Levy might have made before they started. Maintaining her forceful hold, Levy found herself dragged unceremoniously off to the picnic as she tried one-handed to hold her skirt down.

"Here are your shoes, Levy." Wendy offered helpfully, offering up a pair of sandals and her purse. Thank god Wendy had managed to snag them, because the cobblestones were painful against her bare feet. "Th-thanks Wendy" She offered mildly, now resigned to her fate of a panty-less picnic. If only she'd woken up sooner, she would have had time to change into something more comfortable and gotten one of her fancier headbands-

"Oh god. What does my hair look like right now?" It never ended well when she slept in a headband, and she hadn't had time to even glance in a mirror.

"Um…" Wendy gave her a shy smile that said more than words. "It looks alright…." They were close to the edge of town now, and Erza released her arm, deciding she was no longer a flight risk. Quickly Levy took off her headband and tried her best to repair the damage by touch.

She was still trying to tame her hair into some semblance of not crazy when they caught up with the others in the woods outside of Magnolia. The clearing was perfect for picnicking and bore more than a passing resemblance to the clearing in her dream, only it was lacking the tree and an iron dragon slayer. Separating herself from Erza and Wendy, she made her way over to Lucy, who was lounging on a tablecloth surprisingly without Natsu. Levy tugged nervously on her skirt, uncomfortably aware that she wasn't wearing underwear. Her dress had a flared skirt which seemed to take malicious glee in being pulled about by the breeze, slight as it was. Thank Mavis it was longer than her usual dresses because she never would've been able to hide the fact that she was sans-panties otherwise.

"Hey Lu!"

"Hi Levy! Do you uh… need a hand?" Lucy said, smiling with sympathy as she watched Levy tug uselessly at her the catastrophe that was her hair. Levy sighed as she sat down next to her. "That would be great. I woke up late and Erza dragged me out of the house before I had a chance to tame the beast." She glanced around quickly to confirm no one was nearby to eavesdrop. Wendy was over by Mira arranging the picnic baskets, and Natsu and Gajeel were nowhere to be seen. "But that's not even the worst of it…"

* * *

The old Gajeel wouldn't have been caught dead at any of the guild bonding events, let alone a picnic. But he wasn't that person anymore, and apparently this guild had turned him into a sissy. Grumbling to keep up appearances, because hey free food was still free food and Mira was a good cook, Gajeel made Lily go fetch their food while he found them seats. Gajeel was on the lookout for a nice shady spot where he and Lil could eat, making sure to skirt the edge of the clearing; there was no point in advertising he was here if he didn't have to. And if the shady spot he had his eye on just so happened to be near where Levy was chatting with Lucy; that was purely by chance. He snorted to himself at the thought. ' _Yeah, right_.' He wasn't that far in denial. So what if he sought her out? Levy was one of the few bearable people in this guild, and besides watching her gesture madly when she got excited, like she was now, was entertaining as hell.

Though apparently whatever she was saying was hilarious, because Lucy was turning red and trying to muffle her laughter behind her hands.

"….and then Erza just grabbed me and pulled me out the door! She wouldn't even let me explain the situation, just dragged me off. And we got here early! Seriously! So now I'm stuck here with no underwear-"

Wait, what?

"-and almost no shoes, Wendy had to grab them." By this point Lucy had given up her fight and was bent over laughing, tears coming to her eyes as she tried to comfort Levy, who was still mid-tirade. Gajeel was still trying to process what she'd just said. ' _I must've heard wrong, Shrimp ain't bold enough to wear a dress with no panties_.' His eyes tracked down to where her skirt was pulled tightly across her fantastic rear; no lines. Oh _hell_. Immediately his mind was filled with images of pulling her away to check for himself, just to make sure, and if she wasn't –

Dragging a hand over his face he bit back a curse. He needed to find another place to sit. _Now_.

* * *

After ranting to Lucy about the events of that morning and getting her hair fixed, Levy looked around for a place to sit. Not that she didn't want to sit with Lucy, but Natsu had shown up by that time, and he could be a bit of a handful. Gajeel must've arrived when she was chatting with Lu, he was on a tablecloth in the shade on the other side of the clearing. ' _Odd, Gajeel usually sits closer to me._ ' Not that she'd ever tell him she noticed that. She blushed as she thought back to the advice Lucy had given her. " _Go flirt with him! Be daring! He doesn't know about it, just have a little fun!_ "

Easy for her to say, her panties were safely on. Still, Lucy might have a point, she did feel more... risqué just knowing there was nothing underneath her dress. Throwing caution to the wind, but not literally – she was still holding her skirt down, Levy made her way over to him.

"Hello Gajeel!" Levy chirped, noticing that he stiffened slightly as she sat down. She frowned a little at that but decided it must be nothing as she arranged herself, sitting on her feet and smoothing her skirt over her legs. "Where's Lily?"

"He's grabbin' our food. Takin' forever though, must be gossiping with Mira." He let his eyes roam over her as she giggled in response and couldn't help but linger at her hips. Just the thought that she was bare sitting innocently next to him was driving him seven kinds of nuts. Trying to be subtle he bent one of his legs just in case she happened to look at his lap; his pants already felt tight.

"You guys just got back, right? How'd the job go?"

"Went fine. The bandits barely put up a fight. You might've even been able to handle it, Shrimp, gihi." She pouted at his teasing, her cheeks puffing out. Deciding to mess with him a bit, she leaned closer to Gajeel so that her arm was brushing his. "You might be surprised what I could handle." Silently she congratulated herself and relished the feeling of his muscles going rigid beneath her touch.

Gajeel narrowed his eyes at her suspiciously. "Yer playin' with fire, short stuff." "Eh?" Levy blinked at him in surprise. This wasn't that heavy of flirting; it was almost like their normal banter, except that she was acutely aware of the heat growing between her legs.

To her surprise he leaned over to whisper in her ear "You know exactly what." She jumped a little as his hand touched the skin next to her guild mark, trailing down the back of her dress to rest on her bottom. Her body seemed to light from within from the brief touch, she could feel the heat of his hand through her dress and it made her crave more. Levy's face flushed darkly as his hand moved in a lazy circle over the smooth curve of her rear. With a groan he pulled his hand back and leaned away, "Bloody tease is what ya are."

She alternated from being excited and mortified that he knew. "Wh-what? How- how do you know about that?" Thinking quickly, she tried to determine how he figured it out. There was no possible way that he could just tell, she was _sure_ that her dress wasn't see through. Unless dragon slayers had the ability to see through clothing, and that sent her mind in a dirty spiral.

He just shrugged in response, obviously enjoying her discomfort from the smirk on his face. "Ain't my fault you and Bunny Girl are loud as hell." He raked his gaze over her again before the grin dropped off his face and he grumbled, "Might be a different story if we weren't in the middle of this," gesturing broadly to the rest of the guild milling about in the sunshine. He certainly wasn't going to mention that he could smell her excitement from the moment she sat down, potent and intoxicating as hell. They'd flirted before, but he had never been able to get this definitive of a scent from her; arousal came up surprisingly often during conversation with people who he knew weren't interested in him. Juvia came to mind. But there was no denying her scent now, she was playing with him and she liked it. He badly wanted to pull her away from the prying eyes of the guild and teach her a lesson about teasing. Gajeel shifted uncomfortably and was glad that his leg was hiding his now raging erection.

Levy licked her lips as she contemplated the implications of that. Her heart was beating an erratic staccato against her chest and she could feel need pooling low in her belly. ' _Be daring._ ' "What if we weren't… in the middle of this?" Gajeel glanced at her again, his eyes widening briefly in surprise before darkening to a deep burgundy and he growled low in his throat. He glanced around at the clearing to see if anyone was watching them. Luckily, Natsu and Gray had just managed to tip over the desserts, much to Erza's displeasure. Coast was clear and he sure as hell wasn't passing up this opportunity.

Grabbing Levy's wrist he dragged her back into the trees' shadows. When they were far enough away not to be seen, Gajeel pulled her against him and covered her lips with his. Her taste exploded across his tongue and distantly he wondered if she was this sweet everywhere. The kiss was brutal and greedy, swallowing her whimpers as he slid his tongue across hers.

"Gajeel-" Levy moaned his name as he broke away to nip his way down her throat. "Shh. Do ya wanna get caught? Gihi." If he wanted her to be quiet he was doing a terrible job of it, rubbing his lips along her jaw and sucking on her earlobe. Levy had to bite her lip to hold back another moan. Abruptly, Gajeel grabbed her hips and straightened to his full height, bringing her body flush against his and pressing her back against the tree. He brought one of his hands up to cup her rear and groaned at the feeling of her silky smooth skin laid bare beneath his hand.

The bark was digging into her skin and was probably going to leave marks but she just didn't care. Not when her hands were tangled in his hair and his mouth was on hers again, breathing each other's cries instead of air. Their bodies were pressed together tightly with his hips wedged between hers, his arousal pressed against her core. Levy felt light headed from her desire; she ached for him and the friction from their bodies rubbing together wasn't nearly enough. "Gajeel please!"

His breath was coming in harsh pants and he leaned back slightly to take in the erotic sight of her. He knew he should be taking this slow, should be romancing her and giving her a love story like she always read about in her books, but as his gaze roamed over her lips, swollen and bruised from his kisses, and the rapid rise and fall of her breasts and she struggled to get enough air, he knew that they were both too far gone to stop now. Reaching between their bodies he quickly undid the front of his pants and lined himself up with her wet slit.

The thick, smooth head of his cock was pressed intimately against her but it still wasn't enough. Levy thrashed her head against the tree and mewled. She tried to tighten her legs around his hips and bring him deeper into her but he held still. In a surprisingly tender gesture he cupped her cheek, his thumb pulling her lower lip down and he nibbled on it teasingly. She opened her mouth to let him know how she felt about him taking his sweet time when he flexed his hips and filled her completely; covering her mouth with his and swallowing her scream.

Gajeel pulled away slightly and reminded her to be quiet. Levy must have nodded because all of the sudden he was moving, and she was melting. She was glad for his hands holding her up because she was having trouble focusing on keeping her legs tight behind him; on keeping quiet; on anything except how good he felt inside her. She felt so deliciously full and every thrust of his hips was driving her closer to her breaking point. "Oh, god. Gajeel!" Levy was beyond thought as the tip of his cock hit a spot that had her seeing stars. With a muffled curse Gajeel sealed his mouth over hers again. Their pace beat harder and faster. It wasn't long before she tightened around him and moaned against his lips. The incredible feeling of her walls milking his cock set him off and he came shortly after with a harsh thrust.

Panting heavily, they leaned against each other, incapable of doing anything for the moment as they slowly regained their senses.

"Fuck"

Levy felt a giggle building in her throat, because only Gajeel could put so much emotion in a swear word that it felt like the highest praise. She hummed in response, running her fingers through his hair and along the damp skin of his forehead. He smiled at her and the expression was more tender than she'd ever seen on him before.

Soon, though, the real world intruded as her shaking legs couldn't handle their position and he set her down. Watching Levy twist her skirt back to its proper position he coughed, suddenly awkward. "We uh…. Probably should go back separately." Not that he had any issue with people knowing about them, but if Mira got wind of this they'd never shake her off. "Yeah, no problem! I'll meet you back." With a quick jerk of his head, Gajeel went back towards where he could hear some sort of screaming, leaving the quiet of their seclusion.

' _Maybe picnics ain't such a bad idea'_

* * *

Lucy sighed as she watched Natsu jump towards Elfman. If she thought he would've learned his lesson during the first fight with Gray, or the second fight with Gray, or after he knocked over the desserts and Erza almost killed him, then she was sorely mistaken. He just didn't know when to quit.

"Pst! Lucy! Pssst" "Huh?" Looking around to find the source of the whispering, Lucy found Levy gesturing to her from behind a tree. Lucy glanced around before quickly ducking behind the tree. "Where did you go? One minute you were over with Gajeel and then the next you were gone." She nudged Levy suggestively. Lucy might have been a little distracted by Natsu, but she wasn't blind. Her eyes tracked up from Levy's rumpled dress to her rats nest of hair with – were those leaves?

"I uh…. I have a good explanation! Can you just… um… fix my hair again?"


End file.
